Business Context and Reporting Period
This Form 8-K is filed by Semper Paratus Acquisition Corporation (not Tevogen Inc.) on March 29, 2023, reporting an event that occurred on March 23, 2023. The registrant is a Cayman Islands-based Special Purpose Acquisition Company (SPAC) with securities listed on The Nasdaq Stock Market LLC under the symbols LGSTU, LGST, and LGSTW.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or operating margins. The only specific financial figure disclosed is a past due fee balance owed to Nasdaq totaling $151,000.
Material Changes
The material change reported is the receipt of a notice from Nasdaq regarding the failure to satisfy listing rules due to non-payment of required fees under Listing Rule 5250(f). This places the company's continued listing on Nasdaq at risk.
Outlook, Risks, and Management Commentary
- Delisting Risk: If the company does not appeal the determination, trading of its Class A ordinary shares will be suspended on April 3, 2023, and a Form 25-NSE will be filed to remove the securities from Nasdaq.
- Management Action: The company intends to pay the outstanding balance of $151,000. Additionally, the company may appeal Nasdaq's determination to a Hearings Panel.
- Contingencies: The immediate contingency is the potential suspension of trading and delisting if the fee issue is not resolved or successfully appealed.
Investor Verification Checklist
- Verify the current status of the $151,000 fee payment to Nasdaq.
- Confirm whether the company has filed an appeal with the Nasdaq Hearings Panel.
- Monitor for the filing of Form 25-NSE, which would confirm delisting.
- Check for any subsequent trading suspensions effective April 3, 2023.